Background of the Silver Spider
by TheWalkingMan
Summary: After not seeing each other for 5 long years Peter Parker with his wife MJ and their 3 and 1 year old run into the now former Black Cat Felicia Hardy and she's not alone.  This is an AU were Aunt May passed on and Peter and MJ stayed married. Please RaR
1. An Unexpected Reunion

Disclaimer: I own nothing

AN: here Black Cat has her feline powers and her strength a little higher.

OC warning as well

An Unexpected Reunion

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><p>It had been a long time since he had time to spend with his family, so "Your Friendly Neighborhood Spider Man" aka Peter Parker was making best of it. I most have been weeks since he was able just walk with his family around the park, being a superhero tend to take up a lot of time. As he walked with his wife and kids to the playground, a strange thought went though Peters mind<p>

"It's been five years today since I the last time I saw or for that matter even heard from Felicia", the Black Cat who had once been (and to some degree still is) one of the most beloved women in Peter Parker's life. Five years since she asked him to retire from being a superhero and settle down with her to start a family. Five years since he had said "I can't do that". Five years since she tearfully replied "goodbye Peter, have a happy life". Five years since he watched her walk out of his life.

Thinking back he felt really stupid for not seeing then. That night Felicia was not her usual flirty self, she was like whole nether person altogether. Her normal slowed, swayed and very sultry walk was instead rushed, un-relaxed, and almost stage-like, as if she would jump out of her own skin at slightest loud noise, the tone in her otherwise effortlessly seductive voice was unrefined, shaky, and almost broken, it sounded like she was barely able to maintain it.

However the thing that Peter always looked back on the most was her eyes, those wild blue eyes that always screamed pure untamed, unbreakable freedom. Her eyes reminded him of a perfectly unclouded sky or crystal clear ocean, such endless beauty from such a simple color. Any other night he looked into her eyes he would get completely lost in them and have not a care in the world. That night however all he saw was fear, uncertainty, loneliness, but most of all pain so much pain.

"If was not so full of myself that night I would have seen it I would I done something anything to show her how much she meant to me" he thought, Ever since then no one had seen or heard from her. Rumors were few and far between, some say she ran with some big last score, others think she might fallen victim to her own bad luck, well few said she just got sick of it and hung up the tights.

Though most of his more passionate feelings for her had faded he still cared at her very deeply. He still remembered the nights when he would cause her all over and around the city. Remembering the sound of her sultry laughter still made his heart race and he would be a lair if he said he never imagined her when he "became one" with Mary Jane from time to time, and he would be an even bigger lair to say, he did not have some very (not so)innocent dreams about her more often not.

"Why not she is a very beautiful and downright sexy woman" Peter thought, "I mean it's not like I'm searching high and low for her or that I'm still in love with her right!" That's not to saying he ONLY thought impure thoughts about her; he had often wondered how well she was. There were still times were all he could do was worry about her "is she ok", "is she happy", "is she with someone"…. "Easy there Parker, you're with MJ now, you're MARRIED to MJ now!" the web head thought as he gave his head a shake

Unknown to him his wife, Mary Jane was looking at him a little worried.

"I hope he's just thinking about hero business" she thought, unknown to Peter she had awakened late into the night on more than one occasion to hear him moan or whimper HER name.

"Felicia" her name made MJ's heart sink and made her think "why is he thinking of HER". She had to remind herself "easy MJ he chose you not HER, he chose you not HER!" She had to shake her own head to keep herself from continuing that train of thought.

"Uh mommy, daddy are'd you guys doe'k" said their soon to be three year old daughter "Felicia Gwen Parker" She had her mother red hair and green eyes topped off with her father's smile. MJ name her as a way to horror her lost friends in spite of what hearing Felicia name did to her she still greatly admired her for being able to fight alongside Peter. As well as be such a free-spirit.

"Oh yah we're fine" they both said in unison

"Ok's well can I go on playground now" she replied

"Of course honey!" they both said again in unison

She giggled and ran off to play

Peter and MJ just smiled at each other, and walked to the benches to sit down. The park was always busy this time of day, however today it was even more so. Most of the benches already filled leaving only one bench with two open seats which laid in the center of the playground giving the mother sitting on it a full view of the playground. It was even shaded as a bonus.

"Perfect" thought Peter as he and MJ moved said bench pushing the stroller of the barely year son "Eddie John Parker"

"Mind if we sit hears" MJ asked the young woman

The Woman was wearing a lightly tanned straw Sombrero, not the kind you find on a mariachi, but one you find on an old school rancher. The neck tie was black and had a spider-like pendent as the tightening knot. Beneath it she had her bright blonde hair tied back in a louse ponytail in the shade it looked all most silver-like. Covering her eyes wear a pair of high-end sunglasses and a she wear no makeup. She was wearing a white slick blouse, light blue jeans tie with a lightly tanned leather belt which matched the hat and lightly tanned sandals that also match the hat. As far as age went she looked to be older than MJ but a little younger then Peter.

She seemed nervous and unsure but she replied "sure go right ahead".

For some reason Peter felt like he knew this woman from before. Squinting so he could get a better look Peter could swear he had seen her before. The woman avoided eye contact instead look right at the playground. He wanted to ask her name but good old MJ beat him to it.

"Sorry for the late intro I'm Mary Jane Parker and this cutie is my husband Peter Parker" she said with pride

"pl-pleased to meet you" the woman replied barely moving, "odd" Peter "she seem to be pretty shy"

"You know when someone give out their names it consider good manners, to give your in return" said MJ with said with a suspicious tone

"Please I'm just here to enjoy the weather with my little ones, can you please just leave me alone, please" the woman answered in an almost panic

Before MJ could reply the sound of two little girls laughing

"Mommy my new fliend nams Mary like you and mies Felicia like her mommy funny huh"

MJ took a look at the girl who from what she could tell was at least a year older then her daughter. She had had a mane of platinum blonde hair and two shiny blue eyes but what made almost pass out was the girl's smile it was just like her daughters. Peter however was looking at the little boy had followed the girls. He look just one of Peters baby picture save for his matching platinum blonde hair and blue eyes, and of course his smile, a smile Peter had not seen over five years.

He watch as Mary and what must have been twin brother walked up the woman him and MJ had just sat next to and said "mommie" All he could say was "Felicia"

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><p>This is my first FF so please be nice<p> 


	2. The Other Side

Disclaimer: I own nothing

AN: Sorry if it feels a little long, had to make a clear view of wear Felicia's coming from.

The Other Side

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><p>Felicia Hardy the now former Black Cat had often looked back on that day five years ago and for the most part felt she had done the right thing.<p>

"He loves her not me, why would love my children over hers" she often reminded herself.

She still remembered that day she found out she was pregnant, The shock was so great she almost passed out, after she had gotten her head on straight all she felt was shear and utter joy.

"This is it" she thought "he will finally be mine, he would never leave his children for anything" she devised.

Though she despised being second best, she knew as long he had _Mary Jane _Watson that's all she could be 'Number Two'.

"Not any more, from now on I'm right top now" she thought all those years ago

She almost laughed at how conceded she was back then, "guess being a mother make you realize the world does not just revolve around you" she reminded herself.

"Well I hope he is happy" she thought. In spite of everything she still loved him; after all he did give her the little ones and for that alone she would always have a place in her hart for him.

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><p>As she remembered that fateful day she almost cried, remembering that day five years ago. She remembered being overjoyed as she ran over to see Peter, knowing he was with MJ made it that sweeter. She ran with an almost high on the joy that she would finely have him all to herself (well mostly herself), and then the feeling sheer heartbreak as she watched Peter bend on one knee and ask Mary Jane to marry him. As much as that hurt her what truly broke her heart what said,<p>

"I love you MJ, you're the only woman who I want to spend my life with, as well as the only woman who I want to start a family with"

That line made heart shattered, for her he might as well have said "I will never be with Felicia"

She watched from a distance as Peter slipped on the ring on tears pouring from her eyes, all she could do was run. In that one moment it felt like her whole world ended, as she ran in what felt like hours she started thinking of how dangerous the hero life was and how much it would place her kids in danger. She thought about how she would worry about him as she stay at home with the kids, how she would wonder if he finally bit off more than he could chew. All made her feel all the more depressed as she realized even if he did somehow even if he did leave MJ and runaway with her, she would never have a happy family life unless she had him hang-up the spandex and settle down with her. Of course his personal code would never allow him to do that.

Though she had forgotten she arrived there she stopped in fort of wear Peter lived. She remembered seeing Peter walk up to her, clearly full of himself from finally asking MJ to tie the knot. She realized if she told him about her "condition" now he might think it was just another trick, or that they might not be his, or he might even think that she was to selfish and deceiving to be a good mother and try to take custody of the child (or god forbid _children_). The thought of not losing her child was bad enough but to have another woman raising her child would be unbearable.

As she soon realized she did not want force him to be with her, she wanted him to be with her for her.

He looked shock see her there which was understandable, she always met him in costume. That day she was just a very shock, heartbroken, and torn Felicia Hardy.

"Maybe just maybe if I convince him right here and now he just might come with me" She thought, she knew that he did love her and he also tried to get her to "reform". So maybe if she could just convince him that this would make go straight he just might pick her.

She looked him right in the eye and said with all the passion and love she had left in her

"Peter I want you to stop being Spider Man just be sweet, kind, caring, and lovable Peter Parker. I want to start plain normal family with you, away from the worry of all this spandex BS, away from the worry your mask may someday be brought me by one of our friends. I want grow old with you Peter and wake every morning to you next to me. I want to send the days at some small time job just waiting return home to you, after you also had long day and lay in your arms until we both fall asleep from the day. I want to us to play with our kids in the park or just sit down some nights and watch a nice movie together"

She waited a second for Peter to take in all she had all ready said before continuing, the look on his face almost made her laugh.

"please Peter runaway me" she said as she reach out her hand, "please don't marry MJ, Peter I just can't lose you again. If you come with me I give up my life of crime and never go back. I swear on my father's grave I'll never go back, please Peter just take my hand and runaway with me. Let's just leave this all behind, go have a small wedding and start our family Peter"

He just looked at her stunned at all she said

After a brief pause he managed to say "I can't do that"

She began to cry as she realized she was too late. She would never have him, he would always be _hers_. What made it worse was she knew she only had herself to blame, and when all was said and done she wanted him to be happy. MJ could give him that life who was she keep him from him that.

"Goodbye Peter, have a happy life" she turned with a heavy heart and walked away. She prayed he would call out to her, beg her to not leave. She refused to turn back until he replied; she would not be the one to cave. As she turned the corner she felt like she would collapse, that was it; that's how her only meaningful relationship ended. No meaningful "I love you" or "please don't go"; just "I can't do that".

Somehow she made it back to her apartment and her bedroom. When she was next to her bed she fell on her side curled up in a ball and cried. Only childbirth could compare to the pain she felt that day. She just wanted to die, she never felt so alone. That night she cried herself to sleep; she had but forgot about the kids.

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><p>The next morning however she was awaken to one hell of a reminder, it felt like she had vomited her entire insides out that day. She had outright passed out when the sonogram showed <em>two<em> little figures on the screen. She had to laugh at the hormone hell she went those 9 months. She remembered all of her weird food carving, all the aches and pains, all the sore joints. There were days were she just wanted to run right down to Peter and MJ apartment, place her hands around Pater's neck and ring it out with all her might.

She still laughs the dreams she had of Peter dyeing in a number of comedic deaths

"Pregnancy it makes think the most evil things" she laughs

Though in spite of all the hardship she never once regretted having her 'little Ben and Mary'. Even childbirth was still something she would do all over again.

"I would do it all over again, as many times over" she said with the utmost pride as she remembered that oh so painful day, she remembered being alone in the labor room felling like she was going to be torn in half, she remembered damning Peter with all her might, but what she remember the most was being able to see her little bundles of joy. When she first held them she felt happier in that moment then she ever had stealing some priceless gem. When she first looked at her beautiful twins, she for the first time in her life shed tears not of pain, but of sheer joy. When she held them she felt like she had the world greatest treasure in her arms. When the nurse asked her the names of her new born she knew her son name without question, "Benjamin Walter Hardy" she said without hesitation, but when she thought of her daughter's name was at aloes, the only names she could think of were Mary and May. Before she could get a firmer grasp on reality (damn those pain meds) she said "Mary May Hardy". What shocked her was how right it sounded, as if it was meant to be.

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><p>As her mind returned to the percent she looked out the window of her high-rise condo she realized that it was a beautiful day out and it would be a shame spending it inside.<p>

"BEN, MARY time to clean yourselves ups we're going to the park" she called to her kids who were in the indoor gym.

Felicia was very happy with where she lived; the large four story condo was simply beautiful. She had bought with the money she made on her last big score.

The first floor made up living space as well as the dining area, and was bigger than some houses, bearing 72" HD-TV with surround sound and decorated with high end hand carved black oak furnished with leather upholstery. In one corner of the room was the music area, it held her piano, guitar (a black Vector Korina), soprano saxophone and violin. Both of her kids were also learning to play the said interments, though they had their own smaller versions.

The kitchen of course had only the best restaurant quality appearances. Granite and stainless steel covered the area with both style and function. Through most would think being a rich girl means you can't cook, Felicia Hardy however was a damn good cook. One of favorite days of the week was when she and the kids made fresh cookie or baked a scratch cake.

The second floor was the gym/dojo it was mainly made up of acrobatic and m_artial art _equipment. What remained was the kids play area which was also free running and Parkour equipment. A few wrestling mats covered a small square and what space remained was used for meditation. She found this area in particular to be a godsend after childbirth. The hours she spent in that room had allowed her to regain her former build, though with the addition of a larger (and oddly enough perkier) bust and bottom. Nowadays her and her kids used this area whenever the weather was not nice out or the days when she taught them a number of fighting styles. Though one might think teaching children so young how to fight was a bad thing, but Felicia knew that she was not away going to be around and wanted her kids to be able to protect themselves in a fight if need be. Though another thing she thought them was all her other little tricks which ranged from pick pocking to safecracking. She knew Peter would not like that but she found it to be very fun. She also schooled them in the fine arts and fashion, no child of hers would be out of style.

The third floor housed the bed rooms, 5 in all with a bath room in each room. Both kids shared a room which was right next to Felicia's. One of the rooms was her home office where she managed her fashion and fine arts business; there were two small flat screens with both an Xbox 360 and PS3 that the kids played while she worked. The remaining two rooms were unused but well furnished guests bedrooms.

The fifth and final floor was the sky deck and pool area, with a view that was simply breath taking. Sometime she would spend most of the day swimming with Ben and Mary. Other times she would just sit down with two little treasures and watch the sun set. All in all the only thing missing was Peter. As much as she knew she would never have him back she would still had dreams of him hold their kids smiling, telling her how she was his true love and all of that sappiness.

Even though one could spend their days on end in the condo, Felicia enjoyed taking the kids out to the park or movies. Especially since the twins were going to school in the fall. She often wondered if it was a good idea to let her babies leave her site. In these five years they had been her whole life, now she would be spending half the day away from them.

She had consider home school but realized that they need to spend time around other kids. I had seen what happened to the rich kids that never left the nest. There was no way she was letting her children become just other spoiled brat. It was because of this she had them share a room together. For the most part Benjamin and Mary got along very well. Even though they had a few friends they were each other's best friend, always together, never apart from one other for too long.

Though in spite of how close the three of them were she really felt sorry for her little Benny. Being the only boy in the house must have been hard at times. Though she was so proud of him, every time his sister had a nightmare he always held her and told it would be alright. Felicia herself had a number of nightmares and on those nights he would always come to her room bring his sister with him, barrow under her covers and tell her "don't cry mommie we here for you".

"He really does take after his father" she thought with a smile.

As she got ready for the park she had weird feeling. It was the kind of feeling one could get just before something bad would happen, it all most made her not want to go the park. Before she could decide otherwise Ben and Mary were ready to go and she decided to just ignore it.

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><p>Once they were at the park she relaxed and began to enjoy the weather as her pride and joys play on the playground. She never even saw Peter and MJ walk up to where she was sitting.<p>

"Mind if we sit hears" asked a voice which almost made her scream. She turn her eye to see Peter and MJ along with a stroller that held a barely year old boy.

She began to tense up "what if they realize it is me" she thought "what will Peter do if he finds out about Ben and Mary" she followed up "I can't lose them their all I have" she continued

"Maybe I if I say no they'll go away… or they'll think something is up and get a better look at me"

Felicia felt like a deer caught in the headlights. She some managed to say "sure go right ahead". As Peter and MJ sat down she prayed that they would just leave her alone but before she could even relax, good old MJ said pride-fully

"Sorry for the late intro I'm Mary Jane Parker and this cutie is my husband Peter Parker"

"Great" she thought" this is just great, one minute I worried about how my beloved little ones are going to be in school. The next I'm facing the very past I hoped to never see again. Well maybe if I can just get them to not look at me to close they won't realize who I am"

With a slight stutter she manage to reply "please to meet you" she managed to barely move hoping that they might think she was shy or just not in the mode for talking. Sadly MJ gave her no such luck.

"You know when someone give out their names it consider good manners, to give your in return" said she with said with a suspicious tone

"Damn it" Felicia thought "have to get them to leave me alone, if they realize it's me I don't know what I'm going to do"

In an attempt to keep herself going into a panic she managed to say

"Please I'm just here to enjoy the weather with my little ones, can you please just leave me alone, please"

Before MJ could respond, the sound of two little girls came running right at them.

"Mommy my new fliend nams Mary like you and mies Felicia like her mommy funny huh"

Said a little redheaded girl with green eye who looked to be a year than her twin and had the same smile as her daughter.

"Oh no, why is this happening, WHY! I had my family they had theirs, why could we have never run into each other! Everything was going so well" she thought as her little silver hair, blue eyed gems walked up to her and said "mommie"

Behind her sunglasses she was on the verge of tears. Before she could even scan the area for escape routes, she heard the voice that she missed every so much in these past five years.

She hugged her little one tight as if it as the last time she would ever holed as Peter said

"Felicia"

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><p>well here is chapter two of my first fanfic. hope everyone injoys, the next chapter should be up in the next few days.<p> 


	3. Facing The Past

Disclaimer: I own nothing

AN: I really made this story on a whim, though I have had this story running though my mind for a few years now. I guess I just decided to finely just post. I will say I doubt will have a solid time on my updates. I will say this chapter was being a real pain in ass writer's block, so the upcoming chapters will most likely come a lot quicker.

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><p>Facing The Past<p>

In that moment time slowed down, Felicia, Peter and MJ all just stared at one another. While no words were spoken, endless questions were being put into thought.

"Why did she keep this from me, is this why she asked me to leave with her" from Peter

"What is going to happen now, the children have been the only thing I have had over her. She had it all, if she had told him I would have not stood a chance" from MJ

"Now that he knows what will happen to my babies" from Felicia

The tension in the air grew ticker by the second, had it not been for the kids who know what could have happened.

"Oh mommie Mary says she and Ben have a big pool, can I go swim there coon" said a very unaware Felicia Gwen Parker.

With that one sentence the three parents were broken out of their trance.

"Well sweetie it is up to Mary mommie if it is ok" said a still stunted MJ

Felicia Hardy was between a rock and a hard place, on the one hand her daughter had finally made a friend she liked enough to ask to come over, and Mary was always the shy one so this was a huge step in the right direction. On the other this was her worst nightmare come true, many a nights she had dreamed of seeing Peter and MJ show up at her door ready to take her beloved treasures, if it had not been for her brave little Benny she would have lost hours of sleep and now it was all happening just as she began to feel safe.

Somehow MJ managed to say

"I have to talk to Mary's mother about what would be a good time" said MJ as she nodded at the elder Felicia

After a return nod the former Black Cat replied

"I will have to look at the schedule" with a pause the elder Felicia looked at her daughter and finished with "don't forget you do start school soon so we would have to do in the next few weeks." With that Felicia reached into her bag and pulled out a small phone

"Anytime this week is good, after that I'm quite busy" said Felicia hoping that they were both too warped up in their work to visit

Though after hearing the twins had not yet gone to school Peter gain a sense of joy

"I can still take them to their first day of school" he thought "I have to find a way to convince Felicia let to me at least see them, now that I know of them I must do what I can for them"

"Well I'm free all though out the week, so I guess all we need to do is decide on a day" said a very eager Peter

Both Felicia and MJ were left stunned at Peter quick answer. Though unsure Felicia reached back into her bag and pulled out a small business card.

"He-here's my contact info" she managed to get out as she handed Peter the card

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><p><em>Peter and MJ's POV<em>

Peter and MJ did not say a word to each other the in tier ride home, clearly afraid of what they might say. In this one afternoon their lives were changed forever. For MJ it was in her mind the last thing that was keeping Peter to stay with her, she knew he will still be around for the kids, but she was unsure of how she would fit into the picture. For Peter he had just learned of two little gifts he never knew he had, he felt like everything he thought he knew was all a lie, he had spend the past five years thinking about that day, until today he had all always thought Felicia just gave up in spite of knowing the Black Cat never quit.

After the kid were safely in bed Peter and MJ both sat at the kitchen table. They both stared at each other hoping that the other would be the first to speak. The tension had only increased by the second, each knew that this could very well make or break their marriage. Taking a deep breath MJ asked Peter as calmly as possible

"Are you going to leave me Peter"

Her question had left Peter stunned, after a few minutes of watching Peter's mouth open and close MJ asked

"Well Peter are you going to just sit there, or are you going to answer me"

A shaken Peter replied

"How can you ask me that after all we have been through MJ?"

Though she was sacred of losing Peter, she had to know and that meant laying out everything

"Peter I know you still care about her, I know you sometimes think of her when your with me and I know you dream of her more than you do of me. Now that we know she has children… YOU'RE CHILDREN, Peter I have to know are you going to stay with me and when I say "with me". I mean with me as your wife, not the mother of your kids, but as the woman you love and hold dear. Please Peter I have to know"

Peter remained silent unsure of what to say. Through his silence MJ found her answer,

"I want a divorce Peter; I can't be with a man who loves another woman." She managed to say as she began to cry

"MJ don't do this, I love you don't you know that" said Peter trying to sound reassuring

Mary Jane however was not convinced

"MJ right now I need some time to think this all over, if you could just give me a few days to get my head on straight"

Before she had a chance to reply, the police scanner went off. Shocker was robbing another bank and the police were having no luck pinning him down. With a sigh MJ look at Peter as if to say "we are not done here" but only said

"Just be safe"

With only a nod Peter made a quick costume change and moments later "Your Friendly Neighborhood Spider Man" was web-slinging to the seen

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><p><em>Felicia's POV <em>

After Felicia and her little silver-haired trouble makers were safely home, they watch "Push", practiced in the gym/dojo, and finally snuggled up in bed. Of all the things Felicia Hardy was thankful for, one of her top favs was unlike other kids their age her little twin were very fine sleepers. Even if Mary had one of her night terrors, her bother Ben would always be there for her. As a mother she was always so proud of her little boy. Of course with the kids soundly asleep Felicia had some time to herself, and with the kind of day she just had she really needed it.

As Felicia laid her on fine leather couch wearing only her nightgown and robe she reflected back on the day that had just made her life a giant headache. Her thoughts were so divided her head felt like it was playing tug of war with itself. After spending years telling herself she did the right thing, she now felt the pain of gilt flowing down her spine. The look on Peter's face told her how wrong she had been.

In spite of having two children with MJ, he still had a look of sheer joy in seeing her little ones. Part of her wanted to be happy about it, even though she that at best they could only be friends she was happy that they might be able to be close once again. While her other half was worried she might lose her children, if she lost them she did not know what she would do.

Deciding to take her mind off of what had happened that day by taking a late-night swim in her heated salt water pool. Since the kids were fast asleep she decided on a skinny dip would be really refreshing. It had been so long since she was able to just let herself be completely bare in the pool of warm water. She felt her stress melt away as the heated pool relaxed her muscles and joint. All of her worry seemed to wash away as her nude body glided through the small body of water.

After an hour of swimming on her sky deck she emerged from the pool of warmth, her flawless pale skin glissaded and sparkled in the bright light of the fool moon. As she walked over to the towel and robe she had set aside earlier; once she had the towel in hand she began to dry her goddess-like curves and ample features. As the cool night's wind blew she felt as free as an animal in the wild that gave her an amazing sense of joy. It was a sense of joy so great, it's only better was the joy she received from playing with her children. She smiled as she looked forward to the upcoming days, in her time thinking of only the bad of her predicament she had forgotten all of the good that could come from it.

Maybe if she and MJ could be friends, they could make each other's lives so much easier. Even though she loved her kids with all her heart they could be a hand full some times. Having another woman to back her up would be such a relief. Even better having Peter in the picture would mean her kids would have a father to look up to. The more she thought of about it, the more she found joy in it.

As she finished drying herself she heard the sound of someone landing on edge. With a quick spin motion Felicia prepared herself for a fight, losing her towel in the process. However instead of an attacker she found a shock Spider Man looking at her like it was the first time he had seen a naked woman up close.

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><p><em>Peter's POV<em>

As Peter Parker remembered why he had come to Felicia's home tonight, he made a major noted to thank Eddie for convincing him to just meet with her. In the five years since he had seen Felicia she had managed to not only keep her figure but also gained more up top as well as a bit extra back side space. All he could do was stare at her, her beauty was just so breathtaking what more could he do. Felicia simply smiled as she reached down to retrieve her robe to cover her now dry body.

"Well Peter, are you going to say something or are you just going to stand there and enjoy the view." She said as she warped her robe around her body. Spidy let out a small sigh as Felicia "features" disappeared behind her towel. However with her "detracting spots" now covered he was able to remember why he came.

"Felicia I…. that is… If you will….uhhh"

As hard as he tried Peter, found himself unable to say that he was thinking of.

"How could you keep this from me" was one of the toppers along with "do they even know about me"

There was part of him that wanted to just rip into her about how hurt he felt, or how he was now in the middle of a bad fight with MJ because of what had happened today. Instead of anger or hate all he felt was pain. The pain of not being there to hear the first words of his son or even see the first steps of his daughter. The list went on but right now all he wanted to do now was see them, and maybe even hold them. Peter slowly pulled off his mask to look Felicia eye to eye, he had try his hard to let her know how much it hurt not being able to be near them.

"Can I see them" he managed to say slightly slurred from the booze "please Felicia let me see m…. _our_ children" he continued as he fell to his knees. As he cupped his hands together into a begging pose, tears began to form from his grief.

Felicia took no joy in see him in so much pain. It all most made her cry seeing him like this.

"Why….. I thought MJ was the only woman you wanted to have a family with" she said without thinking. Her words stock herself as her hand quickly cupped her mouth.

All Peter could do in response to that was realize why she had never told him about the kids, why she was so hurt that fateful day all those years ago and most of all he realized all of the pain he must have put her through. All he could do was bury his face with his gloved hands. The shame of how he now felt was even worse than the pain; with those words he felt he was the greediest person on earth, after the pain he made her feel all of these years; who was he to ask of anything from her. All he wanted to do now was do everything in his power to fix what he had broken oh so badly.

"Peter I didn't mean that" said Felicia, as she quickly dashed over to him, warping her arms around him before he could even respond.

"Please do not leave! I'm sorry…. I'm so sorry it just came out" she continued as she tightened her embrace, afraid he would leave and never return if she let go.

With a sob Peter return the embrace, felling like he found something he did not know he was looking for in the first place.

"You have nothing to be sorry about, I have had that one coming for five years now" he said as began to stoke her hair. In that moment he realized their lives were going to be far more complex than before.

"What are we gonna do Felicia" said Peter as he continued to stroked her hair. "What are we gonna do"

When they had finished their embrace they walk down to Felicia's kitchen, opened the kids baby books as well looked though the photo albums. They talked about the kids, about their first steps, about their first words, and even the first laugh. Peter enjoyed every minute of it, the way Felicia talked about their little bundles of joy; it made him feel like he was right there with them. Even when Felicia slip that she taught them the art of con and way of thief; he still laugh feeling like the more he learn about his long lost little ones, the closer he to them.

As they talked they lost track of time, and before they realized it was one in the morning. With a sigh he began to call MJ to tell her where he had been. After a quick shouting contest he hung up the phone; with a sigh he turn to Felicia and asked with a slightly embarrassed chuckle.

"Uh mind if I stay here for the morning"

Felicia simply nodded as she showed him one of the empty guest bedrooms, as they made their way to said she told him there was a change of clothes ready for him. With a simple good night she left him to himself. As Peter looked around the room he noticed this one room alone was easily worth more than his whole house. As far as size went it was at the very least the size of both his along with MJ's master bed room and their kid's room combined. The furniture was also far beyond anything he could ever hope to afford. With a sigh he slipped out of his spidy suit and opened one of the dresser drawers. Again he was reminded of how little he made in comparison; even the pj were worth more than a whole month of his paycheck.

Just as Peter was falling to sleep he heard his door open. When he saw who it was he was shock to see his son looking back at him; the little white-haired stared back at him for a moment, before he walked up to Peter. He looked like he was ready for a fight for some odd reason and seemed to be a little on edge. However what said or rather ask next shocked Peter like never before…. Well almost never any way

"Are you my father?"

To say Peter felt godsmacked would be an understatement, with a deep breath Peter only said the one thing he could think of.

"Yes Benjamin I am your father"

As the two stared at each other, a weird chill flowed through the air as father and son truly met each other for the first time. Benjamin began to look angry and hurt.

"You really hurt my mother… I want to hate you for all of the pain you cause her… I want to say I can never forgive you for all you have done….. But mother… she says you're a good man, that it is her fault we don't know you…"

Peter could barely look at his son; the boy's every word felt like Wolverine was finally "gutting him like a fish". All Peter wanted to reach down and hold his son, say he would never again hurt his mother, tell him he was here to stay. But he did not know how the upcoming weeks were going to go. He just had another big fight with MJ and he did not even know how he felt about Felicia. Before Peter could say anything the boy pulled out a photo of him, MJ and their two kids. How he got the photo was something Peter felt he was better off not knowing.

"Is this why you left my mother… to be with them" said the young boy as he turned photo over to look at it with his own eyes "Does this mean Felicia and her brother ar.. are my sister and brother to" Ben continued as he looked back at his father. Peter could only look back at his son in shame "I will take your silence as a yes" he finished as he handed the photo over to Peter.

"Benjamin I'm as lost as your mother right now" said Peter as he looked down at the photo "as much as I love my wife I still love your mother. That is something I will never stop doing"

Before he realized it Benjamin had curled up next to him

"can I sleep here tonight fathe…daddy" said the boy with a weap

With tears of joy in his eyes Peter replied

"Of course son"

Unknown to the father and son, Felecia had seen the exchange; in the five years since she had her kids she had not seen a more beautiful sight. Not wanting to ruin the moment she sunk away to the room her daughter was sleeping in and snuggled into the bed with her.

"even if it's only for one night, I finally have my family" she thought as she fell to sleep with little girl next to her

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><p>Well here we are after two week hiatus I'm back, sorry took so long but chapter was giving me writer's block out the ass. Please Read and Review. Peace for now.<p> 


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